Vanuatu Company Formations

International companies cannot do business in Vanuatu this category of company provides for more flexibility and simpler administration than the previous form of Exempted Company. International Companies have a public file but, do not have to file an Annual Return with the Vanuatu Financial Services Commission. International companies have a Constitution instead of a Memorandum and Articles of Association. They must file the details of their Incorporators, their Registered Office, their Registered Agent and details of Mortgages and Charges.

To carry out business in Vanuatu you will need to incorporate a local Company. We can provide a company search on a local company registered in Vanuatu which will include additional details so directors and shareholder details.

Company Incorporation

To incorporate, an IC must lodge its constitution with the Vanuatu Financial Services Commission. This document is available for public inspection. The only other document available for public inspection is that regarding the registered office. Incorporation takes between one hour and one day. Upon registration, a Certificate of Incorporation is issued.

Management

A Vanuatu Company may have a single shareholder and director and need not appoint a company secretary or other officers.

Meetings can be held anywhere in the world and maybe held in any manner whatsoever, provided the members can hear and recognise each other's voices.

A company may keep its records and minutes at the registered office or at such other place as the directors may determine.

A copy of the register of members must be kept at the registered office.

The registered office and a registered agent (who is not an officer of the company) must be resident in Vanuatu.

Capital Structure

A Vanuatu Company does not have the concept of authorised capital. They may have shares that are in registered form, have full, conditional, partial or no voting rights, be with or without par value, be numbered or unnumbered, be convertible, common, ordinary, preferential or redeemable, be entitled to participation only in certain assets, subject to forfeit and issued in one or more currencies. It is not compulsory for an IC to issue share certificates.

A company may purchase or redeem or hold its own sharesl, provided the company does not become the sole member of itself.

Exemptions

Companies are automatically exempted from stamp duties, exchange controls and taxes on profits, capital gains and distributions for a period of 20 years from incorporation.

These cannot do business in Vanuatu except to further their business elsewhere.

International Companies have a public file but such companies do not have to file an Annual Return. They have a “Constitution” instead of Memorandum and Articles of Association. They must file the details of their Incorporators, their Registered Office and their Registered Agent and of mortgages and charges on their property.

They have a “Constitution” instead of Memorandum and Articles of Association. They must file the details of their Incorporators, their Registered Office and their Registered Agent and of mortgages and charges on their property.

Constitution

Vanuatu Companies have a "Constitution" instead of the traditional Memorandum and Articles of Association. The constitution does not have to state the authorised capital. It does not have to name shareholders or first directors. The constitution must state the following:

The name of the Company

The address within Vanuatu of the first registered office

The name and address within Vanuatu of the first registered agent

The objects or purposes for which the Company is to be incorporated

Whether the Company is to be limited by shares

Vanuatu Model Constitutions

We provide an alternative model - The alternative model is very similar to the statutory model but removes the provisions for bearer shares and bearer warrants that are likely to cause suspicion and potential investigation and makes appropriate consequential changes. In the alternative model, the directors can issue new shares without restriction, there are no preemption rights over shares, a director can be removed by a simple shareholder majority vote and so forth.